ZEV Lightning eMotors Inc

Explanatory Note

This Amendment No. 1 (the “Amendment No. 1”), being filed by Aravaipa Venture Fund, LLC (“Aravaipa Venture Fund”), Aravaipa Ventures, LLC (“Aravaipa Ventures”), and Robert Fenwick-Smith (together with Aravaipa Venture Fund and Aravaipa Ventures, the “Reporting Persons”) amends the Schedule 13D initially filed on May 14, 2021 (the “Schedule 13D”). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D.

The Reporting Persons are filing this Amendment No. 1 to report (i) the distribution of an aggregate of 4,575,751 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Lightning eMotors, Inc., a Delaware corporation (the “Issuer”), by Aravaipa Venture Fund on a pro rata basis to its members or their permitted transferees, including Aravaipa Ventures, and (ii) that the Reporting Persons ceased to beneficially own more than five percent of the class of Common Stock.

Solely on behalf of, and only to the extent that it relates to the Reporting Persons, Item 5 of the Original 13D is hereby amended as follows:

(a), (b) The responses of the Reporting Persons with respect to Rows 7 through 13 of the respective cover pages of the individual Reporting Persons to this Amendment No, 1 are incorporated herein by reference.

The aggregate percentage of beneficial ownership of Aravaipa Venture Fund and Aravaipa Ventures is approximately 0% of the outstanding shares of the Common Stock. The aggregate percentage of beneficial ownership of Mr. Fenwick-Smith is approximately 1.1% of the outstanding shares of the Common Stock. Calculations of the percentage of the shares of Common Stock beneficially owned is based upon 74,955,725 shares of Common Stock outstanding as of October 29, 2021, based on information included in the Issuer’s Quarterly Report on Form 10-Q filed on November 15, 2021.

Mr. Fenwick-Smith may be deemed to have beneficial ownership of 818,931 shares of Common Stock.

Each of the Reporting Persons expressly disclaims beneficial ownership of all of the shares of Common Stock included in this Schedule 13D, other than the shares of Common Stock held of record by such Reporting Person, and the filing of this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of sections 13(d) or 13(g) of the Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13D.

(c) On November 2, 2022, Aravaipa Venture Fund effected a pro rata distribution without additional consideration of 4,575,751 shares of Common Stock to its members, which resulted in the receipt of 331,704 shares of Common Stock by Mr. Fenwick-Smith.

Except as set forth above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by the Reporting Persons.

(e) As of November 2, 2021, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: February 14, 2022